R-990 

# 341 OFFICE OF 

# THEN ATTORNEY Gmmm AVSTXN,TEXAS
PRICE DANIEL ATTORNEY

GENERAL December 30, 1947
Honorable Paul H. Brown Opinion No. V-466 Secretary of State 

### Austin, Texas Re: The franchise taxes to be collected from a corporaATTN: Wm. E. Stapp, Chief tion chartered to exercise

Charter Division both ofthe powers enumerated in Sac. 1ofArt. 1302d, V. C. S. ..~-

‘Dear Sir:
follows: Your request for the opinion ofthis Department is as

“This office has received and filed a charter for aparticular corporation organked under Article 1302d, as amended, 1947. The corporation has for its purpose clause both subdivisions of Section

‘1ofthat Article.

“This office required the payment oftwo franchise taxes.. The~aniount so paid’was paid under protest, the attorneys for that corporation maintaining that Article 7084f requires only one-fourth ofthe original amount for each ,additional purpose.

“In connectiOn with this question, see Senate Bill 134, Acts of 1947, 50th ,Legislature, Chapter 237, Section 1. See also Article.‘l302d, Section2 ofthis Article, prior to amendment.

‘Should this office collect duplicate franchise tax amounts, or one and one-quarter franchise taxes, or only one fran~chise tax?” Article 1302d, V. C. S., was first enacted in 1945, as Chapter 252; Acts of the 49th Legislature, and is as follows:

“Section 1. Corporations may be formed in the manner provided by general law, to exercise either or both ofthe following powers:342 Honorable Paul H. Brown, Page 2 (V-466)

“(a) To buy livestock, poultry, and products of ranch, farm, dairy and creamery, and the by-products thereof, andmanufacture, process, and sell such products andby-products.

.“(b) To buy, manufacture, and sell feeds, fertilizers, insecticides and fungicides.

“Sec. 2. Any corporation which includes in its charter or any amendment thereto both of the powers ngmed in Section l(a) and (b) hereby shall pay the franchise tax provided by law for each of said powers or purposes. No corporation authorixed under the provisions ofthis Act shall be permitted to own or operate more than one establishment or business under the same charter without paying the chain store tax provided in Chapter 400, Acts ofthe First Called Session ofthe Forty-fourth Legislature, as amended, oneach such establishment or place ofbusiness from which it makes.sales of any such products or by-products. This Section shall not apply to associations organixed under Chapter 8, Title 93, ofthe Revised Civil Statutes ofTexas of 1925, controlling Marketing Associations.” Section 1of Chapter 252, Acts ofthe Forty-ninth Legislature, was amended by Chapter 237, Acts of the Fiftieth Legislature, 1947. as follows:

“Section 1. That Section 1ofHouse Bill No. 375, Chapter 252, Acts ot-the 49th Legislature of the State ofTexas, Regular Session, 1945, page 390, be.and the same is hereby amended so as hereafter to read and provide as follows:

“Section 1. Corporations may be formed in the manner provided by General Law, to exercise either or both ofthe following powers:

“‘(a) To buy livestock, poultry, and products of ranch, farm, dairy and creamery, and the by-products thereof, andmanufacture, process and sell such products and by-products;

“‘(b) To buy, manufacture, and sell feeds, fertilizers, insecticides, fungicides, soaps and cleansers.’ (Emphasis added)Honorable Paul H. Brown, Page 3(V-466)

‘Sec. la. Any corporation which has heretofore adopted in its charter or in its permit to do business inTexas the powers enumerated in Section 1of House Bill No. 375, Chapter 252, Acts ofthe Regular Session ofthe 49th Legislature, shall have andmay exercise the powers enumerated inSection 1ofthis Act.” Itwill be noted that only Section 1was amended. The act ofthe 50th Legislature begins: -. . . That Section 1ofH. B. 375
. . . be and the same is hereby amended so as hereafter to read and provide as follows..

. .I The Legislature did not amend the whole chapter. Under Section 36 ofArticle 3ofthe Texas Constitution, a section of alaw may be amended, reenacted, and published without reenacting the whole statute.

The amendment, therefore, inno way changed the effect of Section 2ofthe Act ofthe Forty-ninth Legislature which required any corporation including inits charter both of the powers named in Section l(a) and (b) topay the franchise tax provided by law oneach of said powers or purposes, and that provision of Section 2, as well as the remainder of said Section, is still infull force and effect.

That portion ofArticle 7084 referred to inyour request is as follows:“Art. 7084.
. .Sac. (f) Corporations which are now required to pay a separate franchise tax for each purpose or business authorized by their charters, shall hereafter pay only the tax provided hereunder for one purpose, and one fourth (l/4) of such amount for each additional purpose named in their charters..

. . As amended Acts 1941, 47th Leg., p. 269, ch. 184. Art. VIII, 8 1.” Itwill be noted that the foregoing Act was passed in 1941 and specifically stated that corporations which were then required to pay afranchise tax for each purpose authorized by tliicharters should pay the tax on only one of such purposes and an additional one-fourth of such amount for each additional purpose. The pas’sage of Chapter 252, Acts Forty-ninth Legislature, however, created an exception to Section (f) ofArticle 7084 to the extent that any corporation having both purposes authorized by Chapter 252, Acts ofthe 49th Legislature, was required topay the franchise tax on each of said purpose 6. The Secretary of State should therefore require the payment ofthe franchise tax provided by law for each of said powers or purposes in accordance with the provisions of Section 2, Article 1302d, v. c. s.Qonorable Paul H. Brown, Page 4 (V-466)

SUMMARY Corporations organized or doing business under both ofthe purpose clauses included inSection 1ofArticle 1302d, V. C. S., are required to pay a franchise tax for each of said purposes as provided by Section 2 thereof.
Yours very truly ATTORNEYGENEIULOFTEXAS

C. K. Richards Assistant CKR/JCP APPROVED :

ATTORNEYtiENEti